Common use of Acceptance of Deliverables Clause in Contracts

Acceptance of Deliverables. To the extent the Services include any Deliverables under an applicable SOW, upon completion of each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables in accordance with such SOW pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable within ten (10) business days after VECTRA’s submission of the Deliverable or such other time period as may be defined in the applicable SOW (the “Acceptance Period”). End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed- upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify VECTRA in writing during the Acceptance Period, specifying the deficiencies in detail. VECTRA will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to VECTRA in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to VECTRA for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to End User’s executive sponsor for the project associated with the SOW and the VECTRA Vice President); or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

Acceptance of Deliverables. To the extent the Services include any Deliverables under an applicable SOW, upon completion of each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables in accordance with such SOW pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable within ten (10) business days after VECTRA’s submission of the Deliverable or such other time period as may be defined in the applicable SOW (the “Acceptance Period”). End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed- agreed-upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify VECTRA in writing during the Acceptance Period, specifying the deficiencies in detail. VECTRA will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to VECTRA in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to VECTRA for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to End User’s executive sponsor for the project associated with the SOW and the VECTRA Vice President); President ) or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

Acceptance of Deliverables. To (a) Clauses 5.5(b)_(d) apply to the extent review or testing of Deliverables specified in a Statement of Work unless: (i) the Services include any Deliverables under an applicable SOW, upon completion of each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables in accordance with such SOW pursuant to any acceptance criteria or test plans mutually parties have agreed upon an alternative approach to review or testing in writing by the Statement of Work` or (ii) Extra Terms that apply to provision of the Deliverables contain a different approach to review or testing that is expressed as prevailing over this clause 5.5` or (iii) the parties for such agree that this clause 5.5 will not apply. (b) The Purchasing Agency may, at its election, perform any review or testing it considers necessary to determine whether a Deliverable conforms to the requirements of the Subscription Agreement. The Purchasing Agency will have 10 Business Days from the date of supply of a Deliverable within ten (10) business days after VECTRA’s submission of the Deliverable which to perform such review or such other time period as may be defined in the applicable SOW testing (the “Acceptance Initial Test Period”). End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed- upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify VECTRA in writing during the Acceptance Period, specifying the deficiencies in detail. VECTRA will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to VECTRA in writing within 10 business days after resubmission of the Deliverable. If a Deliverable fails does not conform to the requirements of the Subscription Agreement, the Purchasing Agency will deliver to you, on or before the expiration of the Initial Test Period, a written notice specifying each non_conformity in reasonable detail (a NonHConformity Notice). (c) You will correct, at no additional cost to the Purchasing Agency, the non_conformities stated in the Non_Conformity Notice within a reasonable period of time. After you make the relevant corrected Deliverable available to the Buyer, the Buyer will have 10 Business Days to re_review or re_test the Deliverable (Additional Test Period). If any non_conformities remain, the process stated in this clause 5.5 will be repeated to the extent reasonably required by the Purchasing Agency. (d) The Purchasing Agency’s failure to deliver a Non_Conformity Notice prior to the expiration of the applicable Initial Test Period or Additional Test Period does not limit any other rights that the Purchasing Agency may have under the Subscription Agreement. You need to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to VECTRA for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated Purchasing Agency as stated in SOWs or as otherwise agreed and provide reports referred to End User’s executive sponsor for the project associated with the SOW and the VECTRA Vice President); in your Service Listings or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirementsStatements of Work.

Acceptance of Deliverables. To Upon delivery of the extent Deliverables to Cisco, Cisco will test whether the Services include any Deliverables under an conform to the applicable SOW, upon completion part of the Specifications and the Development Statement of Work. Cisco will accept or reject each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables in accordance with such SOW pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable within ten forty-five (1045) business days after VECTRA’s submission delivery (“Test Period”) and will give Developer written notice of acceptance or rejection thereof. Failure to provide such written notice to Developer within the Test Period or any deployment or public distribution of the Deliverable or such other time period as may be defined in the applicable SOW (the “Acceptance Period”). End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure to reject a Deliverable, as set forth below, by Cisco will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed- upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify VECTRA in writing during the Acceptance Period, specifying the deficiencies in detail. VECTRA will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreed-upon acceptance criteria and detail any deficiencies to VECTRA in writing within 10 business days after resubmission of the Deliverable. If In the event that (and only if) a Deliverable fails does not conform to meet such part of the functional requirements specified in the applicable SOW after its second resubmission Specifications or Development Statement of Work (such nonconformance will be referred to End Useras “Deficiencies”), End User may either, as its sole and exclusive remedy: (i) again Cisco shall reject the Deliverable and return it provide written notice to VECTRA for further correction and resubmission Developer prior to the last day of the Test Period describing the Deficiencies in accordance with sufficient detail to allow Developer to correct the process described above Deficiencies. Within fifteen (if 15) days after receiving each report regarding Deficiencies, Developer is obligated to correct the Deficiencies so that the Deliverable conforms to the applicable part of the Specifications or Development Statement of Work without removing or reducing the functionality of the Deliverable in a material way. The procedure in this Section 2.5 will be repeated with respect to a revised Deliverable to determine whether it is not accepted acceptable to Cisco, unless and until Cisco issues a final rejection of the revised Deliverable after rejecting the Deliverable on at least two resubmissions(2) prior occasions. If Cisco issues a final rejection of the revised Deliverable pursuant to this paragraph, Developer shall return any and all compensation previously paid to Developer by Cisco for such Deliverable and the applicable Statement or Work shall automatically terminate. The parties’ rights and obligations upon such termination are as set forth in Section 14.7 of the Agreement (Effect of Termination). For clarity, the matter will be escalated terms of this Section 2.5 License and Development Agreement Cisco & GlassHouse CISCO and GLASSHOUSE CONFIDENTIAL Page 5 of 57 CONFIDENTIAL TREATMENT REQUESTED apply only to End UserCisco’s executive sponsor for testing of Deliverables created under a Development Statement of Work and do not apply to the project associated with delivery of the SOW and the VECTRA Vice President); or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due Licensed Property delivered pursuant to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirementsSection 2.1.

Acceptance of Deliverables. To (a) Upon delivery by Cxxxx Cxxxxx of a Deliverable to Client in accordance with a Binding Request for Services, Client shall have thirty (30) days from the extent date of receipt of the Services include any Deliverables under an Deliverable (or such longer period as may be set forth in the applicable SOWBinding Request for Services) to evaluate, upon completion of each Deliverable, VECTRA will submit a complete copy to End User. End User will review and test all Deliverables such Deliverable (“Test Period”) in accordance with the specifications and test criteria set forth in the applicable Binding Request for Services. In the event that Client believes that a Deliverable does not conform to the specifications or the test criteria set forth in the applicable Binding Request for Services, then Client shall notify Cxxxx Cxxxxx in writing within the Test Period setting forth the reason or reasons why Client believes that such SOW pursuant Deliverable does not conform. Client shall identify all non-conformities within a single written notice of rejection, unless a non-conformity prevents Client from evaluating, reviewing and testing the entire Deliverable. Client may reject a Deliverable only for its failure materially to any acceptance criteria conform to either the specifications or test plans criteria set forth in the Binding Request for Services. Further, if Cxxxx Cxxxxx has not received a written notice of rejection of a Deliverable within the Test Period, then such Deliverable shall be deemed to be accepted by Client. If Client delivers to Cxxxx Cxxxxx written notice of rejection of a Deliverable within the Test Period, then Cxxxx Cxxxxx shall have thirty (30) days from the date of receipt of a written notice of rejection either (i) to correct the non-conformities that Client identifies in the written notice or (ii) to develop a plan mutually agreeable to Client and Cxxxx Cxxxxx to correct the non-conformities that Client identified in the written notice within a period of time agreed to by the parties in the plan, but in no event will such period of time be less than thirty (30) days. Cxxxx Cxxxxx shall correct such non-conformities and, upon correction, Cxxxx Cxxxxx will resubmit the corrected Deliverable to Client for evaluation, review, and testing and the procedure set forth above shall be repeated. Such procedure shall continue until the earlier of (i) the expiration of the Test Period without delivery of a written notice of rejection by Client, or (ii) the date written notice of acceptance is delivered to Cxxxx Cxxxxx by Client (“Date of Acceptance”); provided, however, that in writing the event Client provides written notice of rejection of the Deliverable after either the initial or any subsequent thirty (30) day time period or the initial or any subsequent time period agreed to by the parties for such failure to correct a material non-conformity previously identified, then Client may send Cxxxx Cxxxxx a notice of default pursuant to Section 12(c). However, if Client rejects a Deliverable within ten after either the initial or any subsequent thirty (1030) business days after VECTRA’s submission of the Deliverable or such other day time period as may be defined in or the applicable SOW (the “Acceptance Period”). End User will provide VECTRA with written notification of acceptance for each Deliverable before the end of the Acceptance Period; however, failure initial or any subsequent time period agreed to reject a Deliverable, as set forth below, will be deemed acceptance. If End User, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed- upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the parties for such Deliverable, End User must so notify VECTRA in writing during based upon a non-conformity not previously identified by the Acceptance Period, specifying Client then the deficiencies in detail. VECTRA will use commercially reasonable efforts procedure set forth above shall be repeated to permit Cxxxx Cxxxxx to correct such deficiencies and resubmit the Deliverable to End User as soon as practicable. End User will again review and test the Deliverable against the agreednon-upon acceptance criteria and detail any deficiencies to VECTRA in writing within 10 business days after resubmission conformity before Client may send a notice of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable SOW after its second resubmission to End User, End User may either, as its sole and exclusive remedy: (i) again reject the Deliverable and return it to VECTRA for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to End User’s executive sponsor for the project associated with the SOW and the VECTRA Vice President); or (ii) terminate the relevant SOW immediately upon written notice and recover all Services fees paid under such SOW for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirementsdefault.